UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported):     June 10, 2003



                              AUDIOVOX CORPORATION
             (Exact name of registrant as specified in its charter)



DELAWARE                            1-9532                  13-1964841
(State or other jurisdiction     (Commission       (IRS Employer Identification
 of Incorporation)               File Number)                 Number)




150 Marcus Boulevard, Hauppauge, New York                       11788
(Address of principal executive offices)                       (Zip Code)



Registrant's telephone number, including area code:           (631) 231-7750



                                      NONE
          (Former name or former address, if changed since last report)






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ITEM 5.      OTHER EVENTS

     Waiver to Fourth Amended and Restated Credit Agreement:  Effective June 10,
2003,  the  Company  and its Lenders  executed  an  Amendment  and Waiver to the
Company's Fourth Amended and Restated Credit Agreement (the "Waiver").

     The  Amendment and Waiver,  among other  things,  (i) reduces the aggregate
Commitments  of the  Lenders  from  $200,000,000  to  $175,000,000;  (ii) waives
compliance by the Company with the provision of subsection  9.1(a) and (b) until
June 10, 2003 with  respect to delivery of financial  statements  for the fiscal
year of the  Company  ended  November  30,  2002 and the  fiscal  quarter  ended
February  28,  2003;  and,  (iii)  waives  compliance  by the  Company  with the
requirements of subsection  10.1(a)(i)(C) with respect to the fiscal year of the
Company ended  November 30, 2002  provided  that the amount of the  Consolidated
Pre-Tax Loss for such fiscal year does not exceed $1,110,000.

ITEM 7.                    EXHIBITS
Exhibit 99.1        Amendment and Waiver dated as of June 10, 2003
                    to the Audiovox Corporation Fourth Amended
                    and Restated Credit Agreement










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                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Company  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned hereunto duly authorized.

                                AUDIOVOX CORPORATION




Dated:  June 16, 2003            By:s/ John Fusto
                                    -----------------------------------------
                                     John Fusto
                                     Vice President and Controller





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